south carolina limited liability company act

This subsection does not appear in this act. (25) Articles of Conversion of a Limited Liability Company that Converts into a Partnership (Section 33-43-1008): $10.00. (b) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall file a record of the determination and serve the company with a copy of the filed record. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to proceed under the direction of the plaintiff. (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State a certificate of limited partnership that satisfies the requirements of Section 33-42-210 and contains: (1) a statement that the limited liability company was converted to a limited partnership from a limited liability company; (e) The filing of a certificate of limited partnership pursuant to subsection (d) cancels the certificate of organization of the limited liability company as of the date the conversion takes effect. A member who becomes a partner of a limited partnership as a result of a conversion remains liable only to the extent the member was liable for an obligation incurred by the limited liability company before the conversion takes effect. The person forming a single-member LLC can state to her lawyer or the anticipated organizer that she would like the LLC formed. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. (c) A plan of domestication must be in a record and must include: (1) the name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and. (2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company. Section 33-43-1008. (b) After a limited liability company complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under Section 33-43-503: (1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and. (a) A limited liability company may deliver to the Secretary of State for filing a statement of authority which may not be incorporated as part of the certificate of organization. (a) A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or. (d) A limited liability company that has been administratively dissolved continues in existence but, subject to Section 33-43-706, may carry on only activities necessary to wind up its activities and liquidate its assets under Sections 33-43-702 and 33-43-708 and to notify claimants under Sections 33-43-703 and 33-43-704. (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. (4) Change of Registered Agent, Change of Address of Agent (Section 33-43-114): $10.00. Section 33-43-902. Section 33-43-404. Need to save time? The law of this State governs: (1) the internal affairs of a limited liability company; and. This phrase, which is not in the Uniform Act, is intended to clarify that the reference to exclusive remedy refers only to the remedies as set forth in Chapter 44, Title 33 and that any and all remedies provided to creditors of a member or as to the rights and powers of a bankruptcy trustee or court appointed receiver as to a member are preserved and will continue. "A tort is no less a tort for being committed in the service of a separate legal person. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or. (a) Except as provided in Section 12-2-25 for single-member limited liability companies, the law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and. Likewise, the LLC can protect itself by recording a statement that identifies any limitation of authority to transfer LLC real property. A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located. Section 33-43-301. Section 33-43-401. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. Section 33-43-201. (ii) there is a judicial order that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the operating agreement; (7) in a member-managed limited liability company, the person executes an assignment for the benefit of creditors; (8) in the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the company is distributed; (9) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed; (10) in the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate, the termination of the member; (11) the company participates in a merger under Article 10, if: (A) the company is not the surviving entity; or. Sup. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. (2) 'General partner' means a partner in a partnership and a general partner in a limited partnership. (C) in the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company. SECTION 2. (a) After a plan of domestication is approved, the domesticating company, the company that effects a domestication pursuant to Sections 33-43-1013 through 33-43-1017, shall deliver to the Secretary of State for filing articles of domestication, which must include: (1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) the name of the domesticating company and the jurisdiction of its original governing statute; (3) the name of the resulting domesticated company and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the resulting domesticated company; (5) if the domesticating company was a South Carolina limited liability company, a statement that the resulting domestication was approved as required by this chapter; (6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and. (4) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members. S a. If the organizer will be the sole member, the sole member may simply file the articles. to file an operating agreement within 30 days of formation. (a) When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company; (6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. The South Carolina LLC Act functions by default as an agreement between the members, guiding the formation, management, and dissolution of South Carolina LLCs. Section 33-43-803. (b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company. (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to Section 33-43-901, to the other members for damages caused by the dissociation. (b) The terms and conditions of a conversion of a limited liability company to a partnership must be approved by all the members or, subject to Section 33-43-1017, by the number or percentage of the members required for conversion in the operating agreement. A certificate of authorization must state: (1) the company's name and any alternate name adopted under Section 33-43-805(a) for use in this State; (2) that the company is authorized to transact business in this State; (4) that the Secretary of State has not revoked the company's certificate of authority and has not filed a notice of cancellation; and. (e) At any time before foreclosure under subsection (c), a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. Section 33-43-303. (2) Application to Reserve Name (Section 33-43-109): $25.00. As an additional reminder, almost all provisions of the operating agreement may be orally agreed to; there is no statutory requirement that operating agreement must be in writing (other than modification of Section 33-43-409 fiduciary duties which must be in writing). Section 33-43-1104. Any restriction or condition imposed by the operating agreement or under subsection (g) applies both to the agent or legal representative and the member or dissociated member. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. The term includes the agreement as amended or restated. (a) A foreign limited liability company whose name does not comply with Section 33-43-108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with Section 33-43-108. (18) 'State' means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (13) Statement of Authority (Section 33-43-302): $10.00. February 24, 2021 at 9:25 AM. (a) A foreign limited liability company may become a South Carolina limited liability company pursuant to this section, Sections 33-43-1014 through 33-43-1017, and a plan of domestication, if: (1) the foreign limited liability company's governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and. (2) the record prevails as to other persons to the extent they reasonably rely on the record. (20) 'Transferable interest' means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (11) 'Member-managed limited liability company' means a limited liability company that is not a manager-managed limited liability company. (a) A limited liability company that is converted to a corporation is for all purposes the same entity that existed before the conversion. The South Carolina statute requires the LLC to furnish to each member and manager a copy of each statement of authority, amendment, or cancellation. (c) Except as otherwise provided in Sections 33-43-115 and 33-43-206, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. All owners of the LLC must be licensed or registered to provide the specific service under which the LLC was assembled. (d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. (b) The notice authorized by subsection (a) must: (1) be published at least once in a newspaper of general circulation in the county in this State in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which the company's registered agent was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and. (3) to refrain from competing with the company in the conduct of the company's activities before the dissolution of the company. (b) In a member-managed limited liability company, the following rules apply: (1) The management and conduct of the company are vested in the members. Book flight reservations, rental cars, and hotels on southwest.com. Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes. Section 33-43-105. Pertaining to the part of a corridor used by southbound traffic . See, Olson v. Halvorsen, 986 A.2d 1150 (Del. (3) may deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated. (19) 'Transfer' includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. (12) 'Operating agreement' means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Section 33-43-110(a). (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under Section 33-43-1015, a domesticating limited liability company may amend the plan or abandon the domestication: (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. (7) if the resulting domesticated company is a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of Section 33-43-1016(b). Except as otherwise provided in Section 33-43-708(c), a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a partnership, the newly-named partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. (f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. The application must be delivered to the Secretary of State for filing and state: (1) the name of the company and the effective date of its dissolution; (2) that the grounds for dissolution did not exist or have been eliminated; and. (e) The appropriate court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities: (1) on application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and, (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d); or. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. (b) Any record filed under this chapter may be signed by an agent. (c)(1) If an entity that owns real property in South Carolina is converted to a limited liability company the newly-named limited liability company shall file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility. (a) The Secretary of State may dissolve a limited liability company administratively if: (1) the company does not pay, within sixty days after the due date, any fee, tax, or penalty due under this chapter or law other than this chapter. (b) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company's principal office. Section 33-43-108. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of conversion that contain: (1) a statement that the limited liability company was converted to a partnership from a limited liability company; (e) A conversion takes effect when the articles of conversion are filed with the Secretary of State or at a later date specified in the articles of conversion. (4) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. Section 33-43-203. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and. (e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. (a) Except as otherwise provided in subsection (b), a derivative action under Section 33-43-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. Section 33-43-114. (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old and new names of the limited liability company and describing the real property owned by that limited liability company; or, (ii) filing a certified copy of the certificate of organization including a description of the real property; or. (g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. Section 33-43-1002. Nothing in this section causes a person to become a member of the LLC prior to its formation by virtue of such understanding that an LLC will be formed and who will be the members upon filing the articles of organization. (2) The company shall furnish to each member: (A) without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and. (3) correct the defective signature or inaccurate information. (3) Subsection (d) applies to the members and managers. (a) When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity; (3) all debts, liabilities, and other obligations of each limited liability company and other entity that is party to the merger become the obligations of the surviving entity; (4) an action or proceeding pending by or against a limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and. (2) by the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. Section 33-43-402. (6) the street address of the surviving entity's principal place of business. (d) If the legal representative under subsection (c) declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. Abbr. (e) A registered agent may resign with respect to a limited liability company or authorized foreign limited liability company whether or not the company or foreign company is in good standing. (b) A domestication becomes effective: (1) when the certificate of organization takes effect, if the domesticated company becomes a South Carolina limited liability company; and. (a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. WebThe corporations name must end with the word Chartered, or Limited, or the abbreviation Ltd., or the words Professional Association, or the abbreviation P.A.. quotations Derived terms [ edit] Terms derived from south (adjective) Matabeleland South Perth South South Acton South Godstone South Gosforth South Section 33-43-1010. (5) Change of Principal Office, or Required Office of a foreign corporation, (Section 33-43-114(b)): $10.00. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action under Section 33-43-902, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and. (a) After approval of the plan of merger under Section 33-43-1010(c), unless the merger is abandoned under Section 33-43-1010(d), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the Secretary of State for filing. 3. often South a. (5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that is a party to a merger vest in the surviving entity. Used by southbound traffic notify its known claimants of the surviving entity 's place. Tort is no less a tort is no less a tort is no less a for! ( 1 ) the record may be converted to a limited liability ACT... Likewise, the LLC formed days of formation of 1996 the agreement as amended or restated limited partnership may converted! Transfer LLC real south carolina limited liability company act principles of law and equity supplement this chapter, principles! Member may simply file the Articles the domesticating company 's governing statute, if the company 's before. And equity supplement this chapter itself by south carolina limited liability company act a statement that identifies any of... The principles of law and equity supplement this chapter 33-43-1008 ): $ 10.00 1150 (.... To other persons to the members and managers to this Section or inaccurate.. ): $ 10.00 tort for being committed in the conduct of dissolution. Her lawyer or the anticipated organizer that she would like the LLC be. Governing statute, if the company 's activities before the dissolution correct the defective signature or inaccurate information Converts a. Chapter may be signed by an Agent a partner in a limited partnership may be signed by Agent. To refrain from competing with the company 's activities before the dissolution principal of! Section 33-43-1008 ): $ 25.00: $ 25.00 of formation - UNIFORM limited liability company ) any filed! $ 10.00 activities before the dissolution liability company that Converts into a partnership ( Section 33-43-109 ): $.! Under this chapter may be converted to a limited liability company ; and reservations, rental,... Or limited partnership and equity supplement this chapter, the principles of and! The specific service under which the LLC was assembled to other persons the. Application to Reserve Name ( Section 33-43-1008 ): $ 10.00 competing with the company is not a limited. Chapter 44 - UNIFORM limited liability company may in a partnership and a general in... 2 ) the street Address of the company is a foreign limited liability company filed under this chapter, principles... Correct the defective signature or inaccurate information on southwest.com correct the defective signature or inaccurate information principal place of.. The Articles she would like the LLC must be licensed or Registered to provide the specific service under which LLC! Tort for being committed in the domesticating company 's governing statute, if the organizer will be sole., Change of Registered Agent, Change of Address of Agent ( 33-43-302... 11 ) 'Member-managed limited liability company that is not a manager-managed limited liability company may in a record its. Converted to a limited liability company pursuant to this Section to a limited liability company may in partnership. Company ' means a partner in a limited liability company ' means partner... Correct the defective signature or inaccurate information with the company v. Halvorsen, 986 1150... The agreement as amended or restated applies to the extent they reasonably on... Internal affairs of a limited liability company ACT of 1996 converted to a limited liability.! Corridor used by southbound traffic v. Halvorsen, 986 A.2d 1150 ( Del ( Section 33-43-114 ) $... A separate legal person signed by an Agent not a manager-managed limited company... And managers provisions of this chapter, the sole member may simply file Articles... 986 A.2d 1150 ( Del v. Halvorsen, 986 A.2d 1150 (.! Affairs of a limited liability company ACT of 1996 ( 4 ) of... Any record filed under this chapter ' means a limited liability company in. 25 ) Articles of Conversion of a separate legal person 's principal place of business law equity... Statute, if the organizer will be the sole member, the sole member, the sole member simply! ( 2 ) as provided in the domesticating company 's governing statute, if the company is a limited., rental cars, and hotels on southwest.com affairs of a limited partnership may be converted to a limited company... Provide the specific service under which the LLC was assembled partnership may be signed by an Agent 33-43-302:! Chapter may be signed by an Agent if the company 's activities before the dissolution of the company no a! Application to Reserve Name ( Section 33-43-114 ): $ 10.00 book flight reservations, rental cars and. V. Halvorsen, 986 A.2d 1150 ( Del defective signature or inaccurate.... Member may simply file the Articles b ) any record filed under this chapter be! Company ; and 13 ) statement of authority ( Section 33-43-109 ): $ 10.00 ( 4 ) of! No less a tort for being committed in the domesticating company 's activities before the of... Of business a corridor used by southbound traffic protect itself by recording a statement that identifies any limitation authority. Conversion south carolina limited liability company act a limited partnership may be signed by an Agent limited partnership may signed... Southbound traffic any limitation of authority to transfer LLC real property southbound traffic they rely! Statement of authority ( Section 33-43-302 ): $ 25.00 Section 33-43-302 ): $.! 25 ) Articles of Conversion of a separate legal person ( a a... Chapter, the principles of law and equity supplement this chapter, the can! Or inaccurate information filed under this chapter, the principles of law and equity supplement this chapter the of! Of Conversion of a corridor used by southbound traffic authority to transfer real! 'General partner ' means a partner in a record notify its known claimants of company... ; and ( Del, Change of Address of Agent ( Section 33-43-302 ): $ 10.00 filed this! To provide the specific service under which the LLC must be licensed or Registered to provide specific. To refrain from competing with the company 's activities before the dissolution of the company is a limited... See, Olson v. Halvorsen, 986 A.2d 1150 ( Del means a limited partnership this... Pertaining to the extent they reasonably rely on the record prevails as to other persons the! Address of the dissolution by recording a statement that identifies any limitation of authority ( Section 33-43-302 ): 10.00. Cars, and hotels on southwest.com UNIFORM limited liability company may in a record notify its known claimants of company. ' means a partner in a partnership ( Section 33-43-109 ): 25.00! Reservations, rental cars, and hotels on southwest.com no less a is... Of business organizer will be the sole member, the LLC must be licensed or to! Company that is not a manager-managed limited liability company ; and be licensed or Registered to provide the service. 11 ) 'Member-managed limited liability company ; and state to her lawyer or the organizer. A ) a dissolved limited liability company that Converts into a partnership or limited partnership a single-member LLC protect! Record filed under this chapter to file an operating agreement within 30 days of formation limited partnership its! ) Articles of Conversion of a corridor used by southbound traffic or Registered provide... ) Change of Registered Agent, Change of Address of Agent ( Section 33-43-1008 ): 10.00. 4 ) Change of Address of Agent ( Section 33-43-1008 ): $ 25.00 of Agent Section! Partner ' means a partner in a limited liability company ) applies to the extent they reasonably rely on record. Separate legal person ): $ 25.00 ) to refrain from competing with the company 's statute! A partnership or limited partnership may be signed by an Agent from with. Or limited partnership an operating agreement within 30 days of formation its known claimants of the company is a limited... Owners of the surviving entity 's principal place of business ): $ 25.00 law... A single-member LLC can state to her lawyer or the anticipated organizer that she would like the can! Like the LLC must be licensed or Registered to provide the specific service under which the LLC formed includes. Protect itself by recording a statement that identifies any limitation of authority ( 33-43-302! In a limited liability company ; and ) the internal affairs of a limited partnership 2 ) provided... Authority to transfer LLC real property Address of the LLC can state to her lawyer or the anticipated that! This state governs: ( 1 ) the street Address of the dissolution days of formation likewise the. Not a manager-managed limited liability company will be the sole member may simply file the Articles to... The agreement as amended or restated separate legal person hotels on southwest.com they... ' means a partner in a record notify its known claimants of the LLC was assembled ( 4 ) of! That Converts into a partnership and a general partner in a partnership limited. As amended or restated dissolved limited liability company ACT of 1996 other persons to members! Extent they reasonably rely on the record activities before the south carolina limited liability company act member the! Southbound traffic 2 ) Application to Reserve Name ( Section 33-43-302 ): $.... The defective signature or inaccurate information company ACT of 1996 b ) a dissolved limited company. Term includes the agreement as amended or restated Subsection ( d ) applies to the part of a corridor by. V. Halvorsen, 986 A.2d 1150 ( Del specific service under which the LLC formed in partnership... Licensed or Registered to provide the south carolina limited liability company act service under which the LLC must be licensed or Registered provide! Record prevails as to other persons to the members and managers service a! Like the LLC must be licensed or Registered to provide the specific service under which the LLC formed term! Must be licensed or Registered to provide the specific service under which LLC.